SEC Form 4 · accession 0001140361-15-021878
ORION ENERGY SYSTEMS, INC. · OESX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John H Scribante
Officer — Chief Executive Officer · Director
Period of report
May 26, 2015
Accepted (ET)
May 27, 2015 · 3:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001409375
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 26, 2015 | A | 143,441 | $0.00 | A | 387,898 | D | |
| Common StockF2,F3 | May 27, 2015 | P | 4,000 | $2.359 | A | 42,333 | I | By TMS Trust |
| Common Stock | holding | — | — | — | 23,815 | I | By Garden Villa on 3rd LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F4 | $2.50 | holding | — | — | — | — | Jun 2, 2016 | Common Stock | 40,000 | 40,000 | D |
| Stock Options (right to buy)F5 | $5.35 | holding | — | — | — | — | Aug 8, 2018 | Common Stock | 21,452 | 21,452 | D |
| Stock Options (right to buy)F6 | $3.78 | holding | — | — | — | — | May 19, 2019 | Common Stock | 11,759 | 11,759 | D |
| Stock Options (right to buy)F7 | $3.01 | holding | — | — | — | — | Sep 1, 2019 | Common Stock | 250,000 | 250,000 | D |
| Stock Options (right to buy)F8 | $3.46 | holding | — | — | — | — | May 18, 2020 | Common Stock | 16,731 | 16,731 | D |
| Stock Options (right to buy)F9 | $2.03 | holding | — | — | — | — | Jun 12, 2022 | Common Stock | 100,000 | 100,000 | D |
| Stock Options (right to buy)F10 | $1.62 | holding | — | — | — | — | Nov 12, 2022 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Restricted stock granted to the reporting person under the 2004 Stock and Incentive Awards Plan. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of May 26, 2016, 2017 and 2018, respectively.
- F10Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted November 12, 2012, vests and becomes exercisable in three equal installments on November 12, 2013, 2014 and 2015, respectively.
- F2The price in Column 4 is a weighted average price. The prices actually paid ranged from $2.338 to $2.38. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.
- F3By the John H. Scribante and Tina M. Scribante TR UA 06/05/01 TMS Trust.
- F4Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted June 2, 2006, became fully exercisable on March 31, 2011.
- F5Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted August 8, 2008, vests and becomes exercisable in 20% increments on August 8, 2009, 2010, 2011, 2012 and 2013, respectively.
- F6Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 19, 2009, vests and becomes exercisable in 20% increments on May 19, 2010, 2011, 2012, 2013 and 2014, respectively.
- F7Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted September 1, 2009, will vest and become exercisable in 50,000 share increments when the average trading price of the Issuer's common stock equals or exceeds $4.00, $5.00, $6.00, $7.00 and $ 8.00 per share.
- F8Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 18, 2010, vests and becomes exercisable in 20% increments on May 18, 2011, 2012, 2013, 2014 and 2015, respectively.
- F9Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted June 12, 2012, vests and becomes exercisable in 20% increments on June 12, 2013, 2014, 2015, 2016 and 2017, respectively.